<PAGE>   1

As filed with the Securities and Exchange Commission on April 6, 1995

                                                       Registration No. 33-38107
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         POST-EFFECTIVE AMENDMENT NO. 1
                                       to
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                          THE PROGRESSIVE CORPORATION
             (Exact name of registrant as specified in its charter)

              OHIO                                          34-0963169
(State or other jurisdiction of                 (I.R.S. Employer Identification
incorporation or organization)                  Number)




             6300 Wilson Mills Road, Mayfield Village, Ohio  44143
            (Address of Principal Executive Offices)     (Zip Code)



                        SCHNEIDER SHARE OPTION AGREEMENT
                            (Full title of the plan)

                         David M. Schneider, Secretary
                          The Progressive Corporation
                             6300 Wilson Mills Road
                         Mayfield Village, Ohio  44143
                    (Name and address of agent for service)

                                 (216) 461-5000
         (Telephone number, including area code, of agent for service)



         Pursuant to Rule 416(a) under the Securities Act of 1933, the amount
of securities registered under the Registration Statement shall include an
indeterminate number of additional Common Shares that may become issuable
pursuant to the anti-dilution provisions of the Plan.

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                         POST-EFFECTIVE AMENDMENT NO. 1

                                       TO

                        FORM S-8 REGISTRATION STATEMENT

                    - - - - - - - - - - - - - - - - - - - -

                          THE PROGRESSIVE CORPORATION

                    - - - - - - - - - - - - - - - - - - - -

                      REGISTRATION COVERS SHARES ISSUABLE
                              TO PREVENT DILUTION




   
         On December 8, 1992, The Progressive Corporation (the "Company")
effected a 3-for-1 split of the Company's Common Shares, $1.00 par value (the
"Common Shares"), in the form of a stock dividend.  Pursuant to the anti-
dilution provisions of the Share Option Agreement dated March 17, 1989 between
the Company and David M. Schneider (the "Plan"), the number of Common Shares    
issuable under the Plan was increased from 75,000 to 225,000 as a result of the
3-for-1 stock split.  Accordingly, the Company's Form S-8 Registration
Statement (File No. 33-38107) (the "Registration Statement") is hereby amended
to confirm the registration under the Securities Act of 1933, as amended (the
"Act") of all 225,000 Common Shares issuable under the Plan.  The Registration
Statement is further amended to provide that, pursuant to Rule 416(a) under the
Act, the amount of securities registered under the Registration Statement shall
include an indeterminate number of additional Common Shares that may become
issuable pursuant to the anti-dilution provisions of the Plan.
    




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                                   SIGNATURES


         THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Post-Effective Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Mayfield
Village, Ohio, on April 6, 1995.

                                       THE PROGRESSIVE CORPORATION
                                       
                                       
                                       By: /s/ Peter B. Lewis    
                                           ----------------------
                                           Peter B. Lewis, President
                                       

        Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the date indicated below.


         Signature                                        Title
         ---------                                        -----



/s/      Peter B. Lewis                    Chairman of the Board, President and
- ----------------------------------         Director
         Peter B. Lewis                    (Principal Executive Officer)


/s/      Charles B. Chokel                 Principal Financial Officer
- ----------------------------------                                   
         Charles B. Chokel        
                                  
                                  
/s/      Jeffrey W. Basch                  Principal Accounting Officer
- ----------------------------------                                    
         Jeffrey W. Basch         
                                  
                                  
         Milton N. Allen*                  Director
- ----------------------------------                
         Milton N. Allen          
                                  
                                  
         B. Charles Ames*                  Director
- ----------------------------------                
         B. Charles Ames          
                                  
                                  
         Stephen R. Hardis*                Director
- ----------------------------------                
         Stephen R. Hardis        
                                  
                                  
                                  


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         Norman S. Matthews*               Director
- ----------------------------------                
         Norman S. Matthews       
                                  
                                  
         Donald B. Shackelford*            Director
- ----------------------------------                
         Donald B. Shackelford    
                                  
                                  
         Paul B. Sigler*                   Director
- ----------------------------------                
         Paul B. Sigler           
                                  
                                  
Dated:  April 6, 1995




  *      Dane A. Shrallow, by signing his name hereto, does sign this document 
         on behalf of the persons indicated above pursuant to powers of
         attorney duly executed by such persons and filed as an exhibit to the 
         Registration Statement.


         By:  /s/ Dane A. Shrallow           
              ------------------------------
              Dane A. Shrallow
              Attorney-in-fact


         Dated:  April 6, 1995





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